We’ve all had shit jobs. But for writer/director Sian Heder, a shit job provided a major point of inspiration. Long before she joined the writers’ room of Netflix’s Orange Is The New Black, Heder was in Los Angeles, making ends meet as a nanny for hire. “It was kind of the most perfect job for somebody who had other agendas,” She recounted to the LA Times, “Because they would call you and say, ‘Can you be at the Beverly Hills Hotel in an hour?’ “

Heder had run-ins with several “bad moms” during this time. But one pushed her to a nearly criminal place: “She was drunk or something was off, she was on pills or something,” The filmmaker recounted. “It was almost as though this woman had been looking to hire a friend or a confidant. She had come to the hotel to have an affair. She didn’t have any friends, she was hiding out from her husband, she had this toddler with her, and she had never been alone with the toddler before, she’d only had a nanny, and she wasn’t able to bring the nanny because the nanny would tell the husband about the affair. She had no clue how to put a diaper on the kid.”

“I so wanted to take the kid,” Heder confessed. “It was the most absurd kind of abuse I had ever seen. The little kid wasn’t being beaten. There was just this narcissism and neglect….I left the hotel, got in my car and cried the whole way home, and I thought, I should have taken that kid.”

This soul-rattling experience became the basis for her Cannes-celebrated short film “Mother,” and its full-length follow-up Tallulah. Her directorial feature debut that won praise at Sundance reunites Ellen Page and Allison Janney, whom first butted heads and warmed hearts in Juno. Once more, Page stars as a troubled youth. But instead of a preggo teen with a million quips, she plays the titular Tallulah, a homeless young women on a desperate search for the boyfriend who abandoned her. Janney co-stars as the MIA beau’s mother Margo, who’s going through her own private hell of divorce and depression when Tallulah and a bouncing (stolen) baby show up at her posh apartment door. But the crucial third lead of Tallulah is Tammy Blanchard, who plays the hopped up bad mom Carolyn.

Sure, the plot sounds like the stuff of a Lifetime movie. But Heder goes for the jugular in a way made-for-TV wouldn’t dare, introducing each of her heroines with a shocking challenge to likeability. Tallulah bursts onto the screen barreling out of a bar, bolting from a poker game turned sour with a bottle of stolen whiskey in her hand. Margo coldly turns Tallulah away from her door, slamming it in her face for good measure. And Carolyn, she stumbles in as a soured sex bomb/resentful new mom.

While scrounging the leftovers of discarded room service in a hotel hallway, Tallulah is mistaken for house keeping and invited into Carolyn’s swanky room, draped in discarded designer clothes, baby toys, and red flags. The naked baby toddling about, suckling on an unopened beer bottle, is only hours away being stolen from her mess of a mother. But Heder’s treatment of her characters offers no easy out in choosing sides.

A busted up Marilyn Monroe, strolling around with a breathy voice, her body constrained in aggressive, curve-conforming Spanx, her hair high in curlers, Carolyn was a woman whose self-esteem was fed by her affluent husband’s desire for her. She had a baby, presumably because that’s what you’re meant to do, right? And now she feels trapped and unimportant. He doesn’t want her anymore. She doesn’t want the baby. She wants to feel wanted. She wails about her lack of maternal instinct, “Everybody just acts like it’s normal, but it’s not! And I see all these women on the street and their doing it but, I don’t know how!” Her strained cries remind us of Tallulah’s early low point, where she bellowed after her long-gone lover, “You say goodbye!” Her voice cracked in raw pain.

Like Tallulah chases Nico, Carolyn chases an affair as a means of restoring herself through the want of another man. And all she wants from this random friendly stranger is to watch her daughter until she returns. You want to loathe Carolyn, but as she entreats Tallulah sweetly and repeatedly, “Do you think he’ll want me?” It’s impossible not to hurt for her. But we feel for Tallulah too.

Having wedged her way into Margo’s life and home, Tallulah is overwhelmed by the challenges of motherhood. When Margo turns a judgmental eye on her parenting, Tallulah cries out, “I never had anyone to ask.” This vulnerable confession leads mean Margo to melt, and share one of her own. Reaching out to the woman she thinks has carried her grandchild, she admits always she wanted to be a wife and a mom. “How’d that work out,” Tallulah asks with a bit of edge to her tone. “I guess it didn’t,” the lonely divorcee admits, “They both left me.”

Perhaps all this melodrama and deeply flawed anti-heroism makes it sound like Tallulah will be a heart-wrenching watch. But thanks to the radiant warmth of Heder and her cast—which also boasts Uzo Aduba, John Benjamin Hickey, David Zayas, Felix Solis and Zachary Quinto—the film never falls into torturous tear-jerking, and finds its way to as happy an ending as you could reasonably hope for.

Each of Heder’s heroines are suffering a loss, of a boyfriend, a child, a husband. Each could be decried as “bad moms.” But her challenging and moving drama Tallulah—bolstered by riveting and real performances—demands audiences look past these easy labels, and see each character’s humanity as well as their flaws. As Janney says in one of many riveting scenes, “We’re all horrible. And we’re all just people.”